(SALE OF GOODS AND SERVICES)
1. DEFINITIONS
In these Terms and Conditions the following words shall have the following
meanings:-
“Company” means Concept Handtufting Limited.
“Goods” means the subject matter of the Contract specified in
the order placed by the customer with the Company including the raw materials,
finished or semi-finished materials or articles and any goods supplied in substitution
for or in replacement of or in addition thereto.
“Contract” means an agreement between the Company and the Customer
of which these terms and Conditions shall form part.
“Customer” means the individual, firm, partnership, company or
any other body howsoever constituted acting as the buyer of goods to be supplied
either directly or indirectly or otherwise by the Company.
“Order” means the written, printed or typed or stencilled letter,
form of communication, fax or telex sent by the Customer to the Company
offering to purchase goods in the quantities at the price on the terms and
conditions specified and detailed herein and signed by a Director, Secretary,
partner or sole proprietor or other purchaser or any person authorised to sign
and order on behalf of the Customer.
2. CONTRACT
(1) Any order issued by the Customer is subject to acceptance by the
Company and a Contract will only be formed when the Company has accepted
the Customer’s
offer to buy in writing by Acknowledgement of Order or Invoice.
(2) All orders are placed under these Terms and Conditions alone which
exclude any other terms and conditions inconsistent therewith which
a Customer might seek to impose and the placing of any order shall
be deemed to be an unqualified acceptance of these Terms and Conditions.
(3) It will be the responsibility of the Customer to confirm to the
Company that the type, make, colour and specifications of any goods
to be supplied by the Company are as contained in the Acknowledgement.
(4) Any order or invoice for goods provided by the Customer must specify
and give full instructions relating to delivery of the Goods and any
other special requirement.
3. SAMPLES
The Company cannot guarantee that the colour, texture, pile depth or
other aspects of the appearance of the goods will exactly match that
of the sample. The Customer acknowledges that the Company’s carpets
contain natural products and accepts that some variations in colour
and texture are possible. The Customer further accepts and acknowledges
that the finishing of the Goods may produce some difference in appearance
from that of the samples provided. Samples provided are for guidance
only and as a general indication of the nature of the Goods and not
so as to constitute a sale by sample.
4. PRICES
(1) Unless otherwise stated all prices quoted are based on current
materials costs and operating costs (including wages) at the date of
quotation but the Company reserves the right at any time prior to the
delivery of the Goods or provision of Services to adjust the price
to take account of any increase in the cost of raw materials, labour
services or any currency fluctuations affecting the costs of imported
materials.
(2) There shall be added to the price for the Goods or Services any
value added tax and any other tax or duty relating to the manufacture,
transportation, export, import, sale, provision or delivery of the
Goods or Services (whether initially charged on or payable by the Company
or the Customer).
5. TERMS OF PAYMENT
(1) All sums become due and payable in accordance with the Contract
under these Terms and Conditions on the date of dispatch of the Goods
or by Agreement on completion of the installation of the Goods. In
the case of special products payment must be received before the commencement
of manufacture unless otherwise agreed in writing.
(2) For the avoidance of doubt payments by cheque shall not be deemed
to constitute payment for the purposes of fulfilment of the Contract
unless the cheque is cleared upon first presentation. Payment of the
price shall be made in full on the due date without any deductions
or set-off, statutory or otherwise.
(3) where the Contract is to be fulfilled by more then one instalment
each instalment shall be treated as a separate Contract and payment
shall become due and payable upon each instalment being completed.
(4) Time for payment shall be of the essence.
(5) The Company reserves the right to charge interest at 3% per month
over Barclays bank base rate (applying at the time) on all overdue
accounts such interest being deemed to accrue on a day to day basis
from the due date for payment.
(6) The Company reserves the right where genuine doubts arise as to
a Customer’s
financial position or in the case of failure to pay for any Goods or
Services or any delivery or instalment as aforesaid to suspend delivery
of any order or any part or instalment or job without liability until
payment has been provided.
(7) The Company reserves the right at ant time at it’s discretion
to demand security for payment before continuing with or delivering
any order.
(8) If the Customer (being a Company) has a petition presented for
it’s
winding-up or passes a Resolution for voluntary winding-up or otherwise
than for the purpose of a bona fide amalgamation or reconstruction
or compounds with its creditors or has an administrator or administrative
receiver appointed over all or ant part of it’s assets or (being
an individual) becomes bankrupt or insolvent or enters into any arrangement
with his creditors or commits a material or serious breach of these
conditions (and in the case of such a breach being remediable fails
to remedy it within seven days of notice to do so) he will be deemed
to repudiate the Contract.
6. DELIVERY OR COMPLETION
(1) The delivery or completion date specified in the Contract is approximate
only and unless otherwise expressly stated time is not of the essence
for delivery or completion.
(2) The Company will use all reasonable endeavours to deliver the Goods
by the date or dates agreed between the parties but the Customer shall
not be entitled to refuse delivery on account of any delays, nor to
deduct any sums of money at any time.
(3) The Company shall not be liable for any loss, damage or shortage
on delivered orders unless otherwise informed within seven working
days of the date of the delivery.
(4) The Company shall be under no liability if it is prevented from
carrying out any provision of the Contract for any reason beyond it’s
control including (but without limitation) Act of God, legislation
,war, fire, drought, failure of power supply, lock-out, strike or other
action taken by employees in contemplation of furtherance of a trade
dispute or owing to any inability to procure materials or labour required
for the performance of the Contract.
(5) Deviations in the quantity of the Goods delivered (representating
no more than 10% by value) from that stated in the Contract shall not
(where time is of the essence in the Contract) give the Customer any
right to repudiate the Contract or to claim damages and the Customer
shall be obliged to accept and pay at the Contract rate for the quantity
of the Goods delivered and for the balance of the Goods which are delivered
subsequently.
(6) The Company reserves the right to make delivery by instalments
and to tender a separate invoice in respect of each instalment.
(7) In the event that the Goods are manufactured by the Company for
delivery on a specific date at the request of the Customer but cannot
be installed on that specific date due to a fault on the part of the
Customer then the Company shall still be entitled to invoice the value
of the Goods and payment will be required under the normal payment
terms of the Company.
(8) Should the Customer postpone delivery of any item of the Goods
or if delivery instructions are delayed then the Company may arrange
storage of the Goods and the Customer shall be liable to the Company
for the reasonable costs (including insurance) of such storage which
will be payable in accordance with clause 5 hereof.
(9) Without prejudice to any other right which the Company may have
in respect of the Customer’s failure to take delivery of the Goods if the Customer
delays delivery for a period in excess of 30 days then the Company shall be entitled
to serve written notice upon the Customer of its intention to dispose of the
Goods and seven days after deemed receipt by the Customer of such notice the
Company shall be entitled but not obliged at the Company’s option
either to:-
(a) Deliver the Goods to the Customer; or
(b) dispose of the Goods at the best price reasonably obtainable but
if the Goods are not easily realisable than in any way.
7. INSPECTION
(1) It will be the duty of the Customer to inspect the Goods upon arrival
at the nominated point of delivery specified in the order.
(2) The Customer shall notify the Company in writing within seven days
of delivery of the Goods at the nominated point of delivery by the
Company or by the a carrier of the Company of any defect in the Goods
delivered. If notification of any defect is not received within the
appropriate seven day period than the Customer shall be deemed to have
accepted the order in full and shall not be entitled to reject the
Goods in any way at any time after that period of seven days.
(3) The Company reserve the absolute and specific right to rectify
any defect drawn to the attention of the Company within the period
of seven days after delivery to the nominated point of delivery. The
Company will use it’s
best endeavours to ensure that the Goods if capable of rectification
are rectified within a period of 28 days but provides no guarantee
as to the specific time period in which such rectification shall take
place. The Customer acknowledges that he is in possession of the Goods
solely as fiduciary for the Company until such a time as title of the
Goods passes to him. The Customer further acknowledges that the entire
proceeds of the sale of the Goods by the Customer are held on trust
for the Company and shall be placed in a separate Bank Account.
8. TITLE
TO GOODS
(1) Risk in the Goods shall pass to the Customer when the Goods are
delivered to or collected by the Customer or its agent.
(2) Not withstanding sub clause (1) above legal ownership of the Goods
shall remain with the Company which reserves the right to dispose of
them until payment has been received in full or the Goods have
been sold by way of bona fide sale for full market value and in the
meantime the Customer holds them as bailee and fiduciary capacity.
The Goods shall be stored in such a way as to be identifiable as being
Company property.
(3) Even when payment for the Goods has been received in full by the
Company in respect of the Goods delivered under the Contract, Ownership
of the Goods shall remain with the Company as aforesaid until payment
has been received in full in respect of all other sums due from the
Customer to the Company on any account and in the meantime the fiduciary
relationship shall subsist.
(4) As long as title to the Goods remains with the Company the Customer
may not encumber them or purport to transfer title to them for security
purpose. The Customer shall immediately notify the Company by registered
or recorded delivery letter if a third party attempts to seize or exercise
any lien over the Goods. The Customer shall bear the cost of any action
resulting from such an attempt at seizure or lien.
(5) At any time when the Company has title to the Goods it may by notice
in writing to the Customer (to be given by posting to or leaving at
the Customer’s
address) determine the Customer’s rights to sell and to have possession
of the Goods. At any time after the giving of such notice the Company may enter
upon any premises where the Goods are or are reasonably expected to be and may
remove the Goods. The Customer undertakes to give the Company access to its premises
and to the Goods and to enable the Company to retake possession thereof and notify
any keeper where the Goods are stored that the Company is authorised and entitled
to give instructions for their removal. The Company agrees only to exercise its
rights under this sub-clause in the event of the Customer defaulting on a payment
or payments; having a receiver appointed over any of its assets; entering into
any arrangement or composition with its creditors; entering into liquidation
or administration or committing any act of bankruptcy; having any person attempt
to exercise any lien over the Goods; or in the reasonable opinion of the Company
having it’s solvency materially impaired.
(6) Nothing in this clause shall in any way limit or modify the Customer’s
obligation to pay for the Goods.
(7) Each paragraph of this clause shall be constituted as a separate
clause to the intent that the invalidity of any one or more shall not
affect the validity or enforceability of any other paragraph.
9. LIABILITY
(1) The Company warrants in relation to Goods of the Company’s manufacture
that it will (at the Company’s choice) either repair or supply
replacement for, or refund the full purchase price of any Goods which
are found within a period of:
(a) seven working days from despatch of such Goods from the Company’s
works to have a patent defect; or
(b) three months from despatch of such Goods from the Company’s
works to have a latent defect or not to be in accordance with the Contract
or any express description or representation given or made on behalf
of the Company in respect of the Goods .
(2) In relation to Goods not of the Company’s manufacture (including
but not limited to parts and components supplied by others for Goods
manufactured by the Company) the company shall so far as it is able
to do so give the Customer the benefit of any express guarantee or
warranty by the manufacturer or supplier of such Goods and of any other
rights which the Company has against the manufacturer or supplier.
(3) In no circumstances shall the Company’s liability for any
loss or damage howsoever caused arising in breach of the express or
implied terms of the Contract exceed the invoice value of the Goods.
10.
SPECIAL CONDITIONS
(1) In Circumstances where the Customer provides a plan or measurements
for the carpet to be manufactured the Customer must make it clear on
any plan or measurements provided exactly what is required and furthermore
must indicate in specific detail whether an allowance has been incorporated
into the measurements for any tolerance in connection with with the
fitting of the carpet. The Company will not be responsible for errors
resulting from misinformation, ambiguity, subsequent alterations or
any mistakes for which the Customer is responsible resulting in shortage.
(2) The Company cannot be held responsible for late delivery and will
not accept cancellation of order after seven working days of receipt
of order. All delivery dates given are given in good faith but do not
constitute a contractual undertaking. In the event of cancellation
after seven working days the Company reserve the right to charge 60%
of the value of the order to cover materials purchased and work carried
out. In the event of a special dye order this amount will be increased
by the special dying charge.
(3) The Company cannot accept responsibility for any “shading” that
may occur during manufacture of the carpet and the Customer acknowledges
that in relation to all cut pile carpets a phenomenon known as pile
pressure often occurs which is not a manufacturing fault and is inherent
in all cut pile fabrics and is not in any way detrimental to the wear
of the carpet.
(4) The Company cannot accept any responsibility for information provided
by any third party other than where information is provided by the
Director of the Company in relation to the products provided by the
Company in particular in relation to style, pile depth, size, colour,
shading or any other specific information which may be provided by
such a third party.
(5) The Company and the Customer acknowledge that these Terms and Conditions
form the basis of the full agreement between the Customer and the Company
and no other representations, warranties, undertakings or statements
of fact shall be valid and binding upon the Company unless expressly
acknowledged and confirmed in writing by the Company to the Customer.
(6) The Customer acknowledges that it will be the responsibility of
the Customer to move any furniture from the room where the Goods are
to be supplied and fitted by the Company. In the event that the Company
is requested to move furniture of any description, the Company shall
be entitled to charge the Customer for such removal at £15.00
per man hour. Any liability for damage to Goods which occurs in the
course of removal by the Company either at the request of the Customer
or otherwise is hereby specifically excluded.
(7) In the event that the Company is requested to fit and supply any
Goods at the request of the Customer or the Customer’s Agent
and the Goods cannot be fitted for reasons beyond the control of the
Company then the Company shall be entitled to charge at the rate of £15.00
per man hour for all the time expended in travel, consideration or
other attendance time where such difficulties are outside the control
of the Company.
11. ENTITLEMENT TO ASSIGNMENT
The Company shall be entitled to assign or sub-contract this Contract
or any part thereof. Failure by the Company to enforce any of these
Terms or Conditions shall not be construed as a waiver of any of its
rights hereunder.
12. JURISDICTION
The validity construction and performance of this Contract shall be
governed by the Laws of England and Wales and the Customer and the
Company submit to the non-exclusive jurisdiction of the English Court.
13.
GENERAL
The Customer must within 14 days advise the Company of any change of
address. Any notice hereunder sent by the Company to the Customer shall
be deemed served within 48 hours of posting to the last known address
of the Customer or, in the case of facsimile transmission, upon receipt
of confirmation of the facsimile transmission by the Company to the
Customer.
14. ARBITRATION
If any dispute or difference shall arise between the parties concerning
the subject matter of this contract. Such dispute or difference shall
be and is hereby referred to the arbitration of a person to be agreed
between the parties or, failing agreement, a person appointed at the
request of either party by the President for the time being of the
Chartered Institute of Arbitrators, provided that the Customer shall
not have the right to invoke the provisions of this clause unless it
does so within one month after payment is due to the Company in accordance
with these conditions..
